Winsted Hosiery Co. v. New Britain Knitting Co.
38 A. 310
Conn.
1897
Check Treatment
Hamersley, J.

The plaintiff’s ownership of the goods replevied depends on the validity of the contract in writing claimed to have been made between the parties and contained in the letter, dated September 27th, 1892, offering to purchase the goods, and the acceptance of that offer signed “New Britain Knitting Co., E. W. Schultz, Tr.” The goods which were the subject of the contract were not articles sold by the defendant in the ordinary course of its business, but were machinery constituting a part of its manufacturing plant. Mr. Schultz was a servant of the defendant appointed by its directors. “ The extent of his power to bind the corporation depends in part upon its by-laws, if any such there be, touching his office ; in part upon the language of the vote of the directors appointing him, if any such appears of record; in part upon their knowledge and approval of, or the acquiescence of the corporation in, acts performed by him; and in part upon usages which may be shown to exist, controlling the matter.” Swazey v. Union Mfg. Co., 42 Conn. 556, 559. The trial court has found and made a part of the record all the facts from which authority to make the sale *574in question can be inferred. These facts are: The sale was not authorized by any vote of the corporation or of the board of directors; it was' not authorized by the by-laws which define the duties and powers of the. treasurer and secretary, and was not authorized by any vote passed at the time of Mr. Schultz’s appointment to these offices, or subsequently; Mr. Schultz, jointly with a Mr. Bird, superintended the manufacturing carried on by the defendant company, and was accustomed to buy raw materials and supplies for manufacturing purposes, and had purchased sewing machines and also attachments for other machinery.

It is certain that, as director merely, Mr. Schultz did not have the authority claimed. It is also clear that the corporation had not given such authority, unless it is implied by law from acquiescence by the corporation in the acts detailed as done in its behalf. The acts may be appropriate to the employment of Schultz in the ordinary course of business, but they are not such as involve or imply any authority to sell machinery constituting a part of the defendant’s plant. Acquiescence in these acts is not acquiescence in the sale of such machinery, and it is expressly found “that Mr. Schultz had never sold any machines of the kind mentioned in the above proposition before, and it did not appear that the defendant, or anybody acting in its behalf, had ever sold any such machines, and the present transaction was the first salé of the kind that any officer of the company had ever attempted to enter into.’’

A corporation may be estopped from denying the authority of an agent in respect to acts in and about its affairs which it has knowingly permitted him to do in its behalf; Shoe and Leather Bank's Appeal, 55 Conn. 469, 494; Mining Co. v. Anglo-Californian Bank, 104 U. S. 192, 194; Merchants' Bank v. State Bank, 10 Wall. 604; but such estoppel cannot extend to acts that are clearly not of the character of those so permitted.

We think that the facts found by the trial court show that Mr. Schultz was not authorized to make the contract on behalf of the defendant, and show nothing on which a claim *575of ratification can be based. The plaintiff, therefore, never had any property in the goods replevied.

A claim is made in the brief of plaintiff’s counsel, that the question of authority is one of fact found by the trial court, and not reviewable.

The judgment or ultimate conclusion of a court upon the special facts in issue, as ascertained from the evidence and settled by the trier, is a conclusion of law, and as such reviewable by this court; and this is true whether such facts are settled by a special verdict of a jury or a special finding of a judge. Hayden v. Allyn, 55 Conn. 280, 289. Such conclusion by a judge may sometimes involve a subordinate conclusion determining a question which by the law defining trial by jury must, in such trial, be submitted to the jury as a question of fact; and so in its relation to jury trial has been called a question of fact. But when the law authorizes a trial of facts to the judge, a conclusion or inference from special facts found, clearly demanded by the rules and principles of law, does not cease to be a conclusion of law because an arbitrary rule protecting the rights of trial by jury gives to the jury a right to determine such conclusion as a question of fact; unless, indeed, the law authorizing a trial to the judge requires him to settle the facts in the same manner as if tried to a jury. The statute authorizing a trial to the judge, as phrased in the Revision of 1821, and preserved unchanged in succeeding revisions, seems to contain this restriction. The effect that might result from such language has, however, been modified by recent legislation. Practice Act (1879) §§ 22, 23, 24, 30, 33; General Statutes, § 1111; Public Acts of 1893, p. 318; Public Acts of 1895, pp. 493, 494. We think that the result of this legislation is, that in cases tried to the court the judge is now authorized, and upon request required, to find and state in a special finding the facts adjudicated by him in reaching his ultimate conclusion, including all specific facts which, when so adjudicated, must determine the nature of the ultimate conclusion and subordinate conclusions involved therein, by force of settled rules and principles of law. The judgment rendered on such an ad*576judication of facts is merely the voice of the law declaring the legal effect of the facts adjudicated.

There are some conclusions that must be stated and treated simply as facts, because they are impossible to be reached except as the personal conviction of the trier induced directly by the evidence; such as the conclusion of negligence under conditions so peculiar to the case on trial, that the particular .duty of the person charged with negligence under these exceptional circumstances cannot be determined by any general rules of law, and must be ascertained by the trier in the exercise of his own reasonable judgment induced by all the testimony before him.

The conclusion in the case at bar is not of this nature; all the special facts having been adjudicated, the conclusion is determined by settled principles of law; and is therefore re viewable.

As the contract made by Schultz was not binding on the defendant, the questions as to the legal effect of such a contract, if binding, are not before us.

There is error in the judgment of the Court of Common Pleas, and it is reversed.

In this opinion the other judges concurred.